Takeover battle: Disney/Fox reach $71B deal, blowing away Comcast

21st Century Fox shareholders will receive an exchange ratio of 0.3324 shares of Disney common stock if the average Disney stock price at closing is above $114.32 and 0.4063 shares of Disney common stock if the average Disney stock price at closing is below $93.53. Comcast's offer was all cash. Disney's previous offer was all stock. The amended and restated Disney Merger Agreement offers a package of consideration, flexibility and deal certainty enhancements that is superior to the proposal made by the Comcast Corporation on June 13, 2018.

Fox CEO Rupert Murdoch said the company "firmly believes" that the combination with Disney is a good fit. This time the bid consists of both cash and stock, which is a significant rise from the $52.4 billion bid Disney submitted to Fox past year, which they accepted. All of a sudden, it's like that girl in high school who everyone wants to ask out, as over the course of the past few weeks, the bid to acquire most of its assets has been raised by almost $20 billion.

Disney's latest offer is a "very aggressive move" by Chief Executive Officer Bob Iger and may make it hard for Comcast to respond, said Bloomberg Intelligence analyst Paul Sweeney.

Disney could sweeten its all-stock bid with cash, given its strong balance sheet and the potential boost to earnings per share, according to Reuters. "They are out of the game right now!"

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Quoting Bloomberg News, CNBC reported that Disney was nearing U.S. Justice Department approval on the deal.

Comcast may face tougher regulatory scrutiny if the deal involves any transfer of television licenses, which would trigger an Federal Communications Commission review, said Ketan Jhaveri, a former Justice Department attorney who served on its telecommunications task force for internet policy. That Disney would raise the ante underscores the increasing value of content, following AT&T's own $85 billion purchase of Time Warner. Shares of Disney rose 29 cents to $106.47 and Comcast shares rose 22 cents to $33.03 United States dollars. Disney added 1.2 percent to $107.43.

It remained unclear whether Comcast would increase its bid, which was announced as an all-cash deal in a bidding war that will leave a top player in Hollywood and the global television market. Upon parting ways with those properties, Fox will spin off its flagship broadcast network business and the Fox News and Fox Sports units to form a new standalone company. Both companies had been scheduled to hold shareholder meetings on the previously announced transaction on July 10.

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